8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2016

VIVEVE MEDICAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-11388	04-3153858
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

150 Commercial Street, Sunnyvale, California	94086
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 530-1900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events.

On December 23, 2016, the board of directors of Viveve Medical, Inc. (the “Company”), adopted an independent director compensation policy, to be effective immediately, that is designed to compensate non-employee directors of the Company (“Independent Directors”) for their time, commitment and contributions to the Company’s board of directors. Under this policy, all Independent Directors will be paid cash compensation as set forth below, pro-rated to reflect the number of days served by an Independent Director during any quarter:

Board of Directors:	Annual Retainer
Chairperson	$	25,000
All Independent Directors	$	35,000
Audit Committee:
Chairperson	$	20,000
Non-Chairperson members	$	10,000
Compensation Committee:
Chairperson	$	10,000
Non-Chairperson members	$	5,000
Governance and Nominating Committee:
Chairperson	$	7,500
Non-Chairperson members	$	3,750

In addition, under the policy, each new Independent Director who is initially appointed or elected to the board of directors after effectiveness of the policy will be granted an equity-based initial retainer award with a value at the time of issuance equal to two times the Subsequent Award (defined below) in effect at the time of election, which will vest in three equal annual installments on each of the first three anniversaries of the date of grant, subject to the director’s continued service on the Company’s board of directors. In addition, on the date of each annual meeting of the Company’s stockholders, each continuing Independent Director will be eligible to receive an annual option grant to purchase 17,500 shares of common stock, which will vest in one installment on the first anniversary of the grant date, subject to the director’s continued service on the board of directors (each a “Subsequent Award”). An Independent Director elected for the first time to the board of directors at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive a Subsequent Award until the annual meeting for the next fiscal year. In the event an Independent Director’s service on the board of directors terminates, the vesting and exercise of such Independent Director’s unvested stock options shall be subject to the terms of the applicable award agreement.

The Company has also agreed to reimburse all reasonable out-of-pocket expenses incurred by Independent Directors in attending board of directors and committee meetings.

The foregoing description of the terms of the policy does not purport to be complete and is qualified in its entirety by reference to the policy, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.            Financial Statements and Exhibits.

 (d) Exhibits.

Exhibit No.	Description
10.1	Viveve Medical, Inc. Independent Director Compensation Policy

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 29, 2016	Viveve Medical, Inc.
	By:	/s/ Scott Durbin
		Scott Durbin
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Viveve Medical, Inc. Independent Director Compensation Policy

EX-10.1

Exhibit 10.1

VIVEVE MEDICAL, INC.

INDEPENDENT DIRECTOR COMPENSATION POLICY

The Board of Directors (the “Board”) of Viveve Medical, Inc. (the “Company”) has adopted the following compensation policy (this “Policy”), effective as of December 23, 2016 (or upon election for new directors elected after December 23, 2016, and, in either case, the “Effective Date”) for directors of the Company who are not employees of the Company or any parent or subsidiary of the Company (each, an “Independent Director”), to compensate such Independent Directors for their time, commitment and contributions to the Board.

RETAINERS

Retainers for Serving on the Board

Each Independent Director or his or her designee shall be paid an annual retainer of $35,000 (which includes all meeting fees, whether in-person or telephonic). Retainers for partial years of service shall be pro-rated to reflect the number of days served by an Independent Director during any such quarter.

Retainers for Serving as Chairpersons

An additional annual retainer shall be paid to an Independent Director or his or her designee who serves as the chairperson of the Board, Audit Committee, Compensation Committee, or Governance and Nominating Committee.

Board Chair	$25,000
Audit Committee Chair	$20,000
Compensation Committee Chair	$10,000
Governance and Nominating Committee	$7,500

Additional retainers paid to the chairpersons for partial years of service shall be pro-rated to reflect the number of days served by an Independent Director during any such quarter.

Retainers for Serving on Committees

An additional annual retainer shall be paid to an Independent Director or his or her designee who serves on the Audit Committee, Compensation Committee, or Governance and Nominating Committee.

Audit Committee	$10,000
Compensation Committee	$5,000
Governance and Nominating Committee	$3,750

Additional retainers paid to the committee members for partial years of service shall be pro-rated to reflect the number of days served by an Independent Director during any such quarter.

EQUITY-BASED COMPENSATION

Each Independent Director shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the 2013 Plan and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the same forms previously approved by the Board, setting forth the vesting schedule applicable to such awards and such other terms as may be required by the 2013 Plan.

Initial Award

Each Independent Director, upon election to the Board, shall be granted an equity-based initial retainer award with a value at the time of issuance of 2x the Subsequent Award (as defined below) in effect at the time of election (each, an “Initial Award”). Such Initial Awards shall normally be granted at the first Board meeting following the Independent Director’s election in the form of options to purchase common stock of the Company issued pursuant to the 2013 Plan (“Stock Options”), and shall vest and become exercisable in three equal annual installments on each of the first three anniversaries of the date of grant, subject to the Independent Director continuing in service on the Board through each such vesting date.

Subsequent Awards

Each Independent Director shall be automatically granted an annual equity-based retainer award in the form of a Stock Option to purchase 17,500 shares (each, a “Subsequent Award”) which Subsequent Awards shall be granted following each annual meeting of the Company’s stockholders and shall be granted as of the date of such annual meeting. Subsequent Awards shall be in the form of grants of Stock Options, and shall vest and become exercisable on the first anniversary of the date of grant, subject to the Independent Director continuing in service on the Board through such vesting date.

For the avoidance of doubt, an Independent Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive a Subsequent Award until the annual meeting for the next fiscal year.

Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their employment with the Company and any parent or subsidiary of the Company and remain on the Board will not receive an Initial Award, but to the extent that they are otherwise eligible, will be eligible to receive, after termination from employment with the Company and any parent or subsidiary of the Company, Subsequent Awards.

Termination

In the event an Independent Director’s Board service terminates, the vesting and exercise of such Independent Director’s unvested Stock Options shall be subject to the terms of the applicable award agreement.

TRAVEL EXPENSE REIMBURSEMENT

Each of the Independent Directors shall be entitled to receive reimbursement for reasonable out-of-pocket travel expenses which they properly incur in connection with in-person attendance at and participation in Board and/or Committee meetings; provided, that Independent Directors timely submit to the Company appropriate documentation substantiating such expenses.

EFFECTIVE DATE, AMENDMENT, REVISION AND TERMINATION

This policy shall be reviewed and updated on an annual basis by the Compensation Committee of the Board during the annual assessment of employee compensation generally, and may be amended, revised or terminated by the Compensation Committee of the Board at any time and from time-to-time.